Item 1.01. Entry into a Material Definitive Agreement
On January 24, 2023, Ellington Financial Inc. (the “Company”) and Ellington Financial Management LLC, the Company’s manager, entered into separate amendments (each an "Amendment" and collectively, the "Amendments") to its existing equity distribution agreements (each, as amended, an "Agreement" and collectively, the "Agreements") with each of JMP Securities LLC, B. Riley Securities, Inc., and Ladenburg Thalmann & Co. Inc. (each an “Agent” and together the “Agents”) relating to the offer and sale of shares of the Company's common stock, par value $0.001 per share, which are referred to herein as “common stock.” In accordance with the terms of the Agreements, shares of common stock having a maximum aggregate offering price of up to $225.0 million ("Shares") remain available for sale from time to time by the Company through the Agents.
The Amendments increase the maximum aggregate offering price of the common stock that may be offered and sold from time to time by the Company pursuant to the Agreements and provide that the Shares will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-269386). The Company has filed a prospectus supplement, dated January 24, 2023, to the prospectus, dated January 24, 2023, with the Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Shares from time to time in the future.
Pursuant to the Agreements, the Shares may be offered and sold through the Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange or in negotiated transactions. Each Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through it under the applicable Agreement. The Company has no obligation to sell any of the Shares under the Agreements and may at any time suspend solicitations and offers under the Agreements.
The Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services.
The foregoing description of the Agreements and the Amendments is not complete and is qualified in its entirety by reference to the form of equity distribution agreement and the form of the Amendment, copies of which are attached hereto or incorporated by reference herein as Exhibits 1.1 and 1.2, respectively, and incorporated in this Item 1.01 by reference.
In connection with the filing of the prospectus supplement, dated January 24, 2023, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Vinson & Elkins L.L.P., with respect to the legality of the Shares.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.